Form 4 for NDLS NOODLES & Co
Accepted 2023-08-30 00:00:00 ET · period of report 2023-08-28 · accession 0001209191-23-047782 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2023-08-30 | 2023-08-28 | NDLS | LYNCH THOMAS E | Dir, 10% | J - Other | $2.79 | +29.6K | 52.0K | +132% | +$82.5K |
| DM | 2023-08-30 | 2023-08-28+ | NDLS | LYNCH THOMAS E | Dir, 10% | X - OptEx | $5.00 | +144.3K | 1.65M | +10% | +$721.5K |
| DM | 2023-08-30 | 2023-08-28+ | NDLS | LYNCH THOMAS E | Dir, 10% | X - OptEx | $0.00 | -1,443 | 3,566 | -29% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock, $0.01 par value | 2023-08-28 | J | A | 29,569 | $2.79 | 51,955 | I | — | — | |
| 2 | Common | Class A Common Stock, $0.01 par value | 2023-08-29 | X | A | 2,200 | $5.00 | 1,651,943 | D | — | — | (F1) The shares reported are directly held by Mill Road Capital III, L.P. ("Fund III"). Mr. Lynch is a management committee director of Mill Road Capital III GP LLC, which is the sole general partner of Fund III and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of Fund III. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| 3 | Common | Class A Common Stock, $0.01 par value | 2023-08-28 | X | A | 142,100 | $5.00 | 1,649,743 | D See footnote | — | — | (F1) The shares reported are directly held by Mill Road Capital III, L.P. ("Fund III"). Mr. Lynch is a management committee director of Mill Road Capital III GP LLC, which is the sole general partner of Fund III and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of Fund III. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. (F3) Represents restricted stock units (or shares issued upon the vesting thereof) granted by the issuer as director compensation, in which the Reporting Persons may have an indirect pecuniary interest. Mill Road Capital Management, LLC, an affiliate of the Reporting Persons that does not have Section 13(d) beneficial ownership of any securities of the issuer, has the right to receive the economic benefit of the reported shares pursuant to a contractual obligation with the holder of such shares. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| 4 | Derivative | Put Option (obligation to buy) | 2023-08-28 | X | D | 1,290 | $0.00 | 3,588 | D | $5.00 · — to 2023-11-17 | 129,000 Class A Common Stock | (F1) The shares reported are directly held by Mill Road Capital III, L.P. ("Fund III"). Mr. Lynch is a management committee director of Mill Road Capital III GP LLC, which is the sole general partner of Fund III and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of Fund III. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. (F4) Each put option became exercisable on the date purchased, which dates range from 03/09/2023 to 03/13/2023. |
| 5 | Derivative | Put Option (obligation to buy) | 2023-08-28 | X | D | 131 | $0.00 | 30 | D | $5.00 · — to 2023-10-20 | 13,100 Class A Common Stock | (F1) The shares reported are directly held by Mill Road Capital III, L.P. ("Fund III"). Mr. Lynch is a management committee director of Mill Road Capital III GP LLC, which is the sole general partner of Fund III and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of Fund III. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. (F4) Each put option became exercisable on the date purchased, which dates range from 03/09/2023 to 03/13/2023. |
| 6 | Derivative | Put Option (obligation to buy) | 2023-08-29 | X | D | 22 | $0.00 | 3,566 | D | $5.00 · — to 2023-11-17 | 2,200 Class A Common Stock | (F1) The shares reported are directly held by Mill Road Capital III, L.P. ("Fund III"). Mr. Lynch is a management committee director of Mill Road Capital III GP LLC, which is the sole general partner of Fund III and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of Fund III. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. (F4) Each put option became exercisable on the date purchased, which dates range from 03/09/2023 to 03/13/2023. |